SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
ATLANTIC GULF COMMUNITIES CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ATLANTIC GULF COMMUNITIES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON WEDNESDAY, JUNE 24, 1998
The undersigned stockholder(s) of Atlantic Gulf Communities
Corporation, a Delaware corporation (the "Company"), revoking all previous
proxies, hereby acknowledge(s) receipt of the proxy statement dated May 19, 1998
and appoints James M. DeFrancia, Ricardo Koenigsberger and Gerald N. Agranoff,
or any of them, attorneys and proxies of the undersigned, with full power of
substitution to vote and act for the undersigned at the Company's annual meeting
of stockholders to be held at the Hyatt Regency Miami, 400 S.E. Second Avenue,
Miami, Florida, on Wednesday, June 24, 1998, at 11:00 a.m. (Florida time), and
at any adjournment or postponement thereof, in respect of all of the Company's
common stock registered in the name of the undersigned as fully as the
undersigned could vote and act if personally present, as directed on the reverse
side of this card, and in their discretion, on any other matters which may
properly come before the meeting, or any adjournment or postponement thereof.
This proxy, when properly executed, will be voted as directed herein. HOWEVER,
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2, 3, 4,
5, 6, 7, 8, 9, 10, 11, AND 12. SAID PROXIES ARE AUTHORIZED AND DIRECTED TO VOTE
AS INDICATED WITH RESPECT TO THE MATTERS DESCRIBED ON THE REVERSE SIDE.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting, Proxy Statement and Annual Report of Atlantic Gulf Communities
Corporation.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
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Please mark your votes as in this example. [X]
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COMMON
1. FOR WITHHOLD To consider and act upon a proposal to
elect/re-elect Mr. James M. DeFrancia as
AUTHORITY a Class 3 Director of the Company to
serve until the Annual Meeting of
Stockholders of the Company in the year
2001 and until his successor is duly
elected and qualified
[ ] [ ]
2. FOR AGAINST ABSTAIN To consider and vote upon a proposal to
amend the Company's Certificate of
Incorporation (1) to effect, as
determined by the Board of Directors, in
its discretion, either of two different
reverse stock splits of the Company's
issued and outstanding common stock as of
the close of business on the effective
date of the amendment, pursuant to which
either (a) each 100 shares then
outstanding will be converted into one
share, or (b) each 200 shares then
outstanding will be converted into one
share and (2) to effect a forward split
of the common stock as of 6:00 a.m.
(Florida time) on the day following the
effective date of the reverse stock
split, pursuant to which each share of
common stock then outstanding as of such
date will be converted into the number of
shares of common stock that such shares
represented immediately prior to the
effective date of the reverse stock split
[ ] [ ] [ ]
<PAGE>
3. FOR AGAINST ABSTAIN To consider and vote upon a proposal to
ratify and approve the performance
objectives (as approved by the
Compensation/Stock Option Committee of
the Board of Directors of the Company)
for the 75% non-discretionary component
of Mr. Rutherford's 1998 Bonus
[ ] [ ] [ ]
4. FOR AGAINST ABSTAIN To consider and act upon a proposal to
ratify and approve the payment of 50% of
Mr. Rutherford's 1998 Bonus, to the
extent earned (less applicable
withholding taxes), in shares of Company
common stock (in connection with, and on
the terms set forth in, Mr. Rutherford's
Employment Agreement)
[ ] [ ] [ ]
5. FOR AGAINST ABSTAIN To consider and act upon a proposal to
ratify and approve the payment of 50% of
Mr. Rutherford's Warrant Reset Incentive,
to the extent earned (less applicable
withholding taxes), in shares of Company
common stock (in connection with, and on
the terms set forth in, Mr. Rutherford's
Employment Agreement)
[ ] [ ] [ ]
6. FOR AGAINST ABSTAIN To consider and act upon a proposal to
ratify and approve the 1997 and 1998
Recourse Loans by the Company to Mr.
Rutherford, the proceeds of which are to
be used solely for the purpose of
purchasing shares of common stock of the
Company in the NASDAQ National Market or
in one or more private transactions with
third parties (in connection with, and on
the terms set forth in, Mr. Rutherford's
Employment Agreement)
[ ] [ ] [ ]
7. FOR AGAINST ABSTAIN To consider and act upon a proposal to
ratify and approve the purchase by Mr.
Rutherford from the Company of shares of
common stock of the Company having a
market value, as of the purchase date,
equal to $600,000, and the nonrecourse
$600,000 Loan to be made by the Company
to Mr. Rutherford, the proceeds of which
are to be used solely to fund the
purchase price of such shares (in
connection with, and on the terms set
forth in, Mr. Rutherford's Employment
Agreement)
[ ] [ ] [ ]
8. FOR AGAINST ABSTAIN To consider and act upon a proposal to
ratify and approve the payment (in the
discretion of the Board) of 50% of Mr.
Laguardia's 1998 Performance Bonus, to
the extent earned (less applicable
withholding taxes), in shares of Common
Stock (in connection with, and on the
terms set forth in, Mr. Laguardia's
Employment Agreement)
[ ] [ ] [ ]
9. FOR AGAINST ABSTAIN To consider and act upon a proposal to
ratify and approve Mr. Jeffrey's New
Option Plan Agreement, which entitles Mr.
Jeffrey to purchase up to 200,00 shares
of Company common stock on the terms set
forth therein
[ ] [ ] [ ]
<PAGE>
10. FOR AGAINST ABSTAIN To consider and act upon a proposal to
ratify and approve Mr. Laguardia's Option
Agreement, which entitles Mr. Laguardia
to purchase up to 450,000 shares of
Company common stock on the terms set
forth therein
[ ] [ ] [ ]
11. FOR AGAINST ABSTAIN To consider and act upon a proposal to
ratify and approve Mr. Rutherford's
Option Agreement, which entitles Mr.
Rutherford to purchase up to 3,000,000
shares of Company common stock on the
terms set forth therein
[ ] [ ] [ ]
12. FOR AGAINST ABSTAIN To consider and act upon a proposal to
ratify and approve an amendment to the
Atlantic Gulf Communities Corporation
Stock Option Plan (the "Plan") to
increase the number of shares of Company
common stock with respect to which
options may be granted under the Plan by
500,000 shares (i.e., from 750,000 shares
of Company common stock to 1,250,000
shares of Company common stock)
[ ] [ ] [ ]
Dated: , 1998
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Signature of Stockholder
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Signature of Stockholder
NOTE: Please date and sign this
Proxy exactly as the names appear
hereon. When signing as
attorney-in-fact, executor,
administrator, trustee or
guardian, please add your title as
such. Proxies executed in the name
of a corporation should be signed
on behalf of the corporation by a
duly authorized officer. Where
shares are owned in the name of
two or more persons, all such
persons should sign.
PLEASE RETURN YOUR COMPLETED PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE
